Have this table as your guideline during deal negotiations, on items that are relevant. Keep track of deal points and history of counter offers as the deal progresses until you reach final terms and execution.
You can also use this format (vertical columns) for your Legal team to provide a short summary of deal points after their first readout of the MSA so you can walk through each one with your Legal, Customer and close it out.
| Customer Proposal (date x) | Customer Counter Proposal (date y) | Your Proposal (date x) | Your Counter Proposal (date y) | FINAL TERMS | |
| Additional Notes | |||||
| Pricing | |||||
| Rate Card (include full rate card with all
disciplines, locations, monthly rates, hourly rates) |
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| Rate Discounts | |||||
| Discounts, Volume Discounts, Schedule | |||||
| Rate Increase Language (go for automatic 5% YoY).
ELSE, default to COLA, CPI |
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| LoL, Limitation of Liability | |||||
| Termination for Convenience, Cause | |||||
| Acceptance Criteria | |||||
| Warranty | |||||
| Payment Terms | |||||
| Penalties | |||||
| At Risk Amounts | |||||
| ARA % | |||||
| Indemnities | |||||
| Ramp Up/Down Plans
(e.g if customer terminates, you’d like to negotiate to roll off team in waves e.g. 30 days 25% of team, next 30 another 25% of team, etc.) |
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| Subcontractors
(make sure you can work with Subcontractors, keep it Business to Business so you are not required to pass flowdowns to Subcontractors) |
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| Locations | |||||
| SLAs | |||||
| Security, ODC Requirements | |||||
| PHI, PII | |||||
| BAA | |||||
| Audit Requirements | |||||
| Non-Compete | |||||
| Non-Solicitation | |||||
| Removal of Personal | |||||
| Transition, Knowledge Transfer Cost | |||||
| 24×7 Support | |||||
| Any Innovation Types
Incentive Program/ Earn back |
5 Rights 
[…] Summary of Terms in a Table Format, Negotiation Points (e.g. COLA, Limitation of Liability, Discounts, Volumes, Termination Clause, etc.) See Example here.. […]
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